Kodak 2013 Annual Report Download - page 89

Table of Contents
The Company may voluntarily prepay the First Lien Loan subject to a premium payable of 2% of the principal amount being prepaid if the
prepayment is made prior to the first anniversary of the Closing Date and if such prepayment is made on or after the first anniversary of the
Closing Date but prior to the second anniversary of the Closing Date 1% of the principal amount being prepaid. The Company may not prepay
the Second Lien Loan prior to the first anniversary of the Closing Date. After the first anniversary of the Closing Date and prior to the second
anniversary date voluntary prepayments or mandatory prepayments of the Second Lien Note require a prepayment premium of 3% of the
principal amount prepaid. On and after the second anniversary and prior to the third anniversary of the Closing Date a prepayment premium of
1% of the principal amount prepaid is required with respect to the Second Lien Loan.
As defined in each of the Term Credit Agreements, the Company is required to prepay loans with net proceeds from asset sales, recovery
events or issuance of indebtedness, subject to, in the case of net proceeds received from asset sales or recovery events, reinvestment rights by
the Company in assets used or usable by the business within certain time limits. On an annual basis, starting with the fiscal year ending on
December 31, 2014, the Company will prepay on June 30 of the following fiscal year loans in an amount equal to a percentage of Excess Cash
Flow (“ECF”) as defined in each of the Term Credit Agreements, provided no such prepayment is required if such prepayment would cause
U.S. liquidity (as defined in each of the Term Credit Agreements) to be less than $100 million. Any mandatory prepayments as described above
shall be reduced by any mandatory prepayments of the First Lien Loan.
The Credit Agreements limit, among other things, the Company’s and the Subsidiary Guarantors’ ability to (i) incur indebtedness, (ii) incur or
create liens, (iii) dispose of assets, (iv) make restricted payments (including dividend payments, et al.) and (v) make investments. Under the
Term Credit Agreements, the Company is required to maintain minimum U.S. Liquidity (as defined therein) through 2014 and starting
December 31, 2014, tested on a quarterly basis, Net Secured Leverage (as defined therein) not to exceed specified levels. Under the ABL
Credit Agreement, if Excess Availability is less than 15% of commitments available, the Company would be required to maintain a minimum
Fixed Charge Coverage Ratio (as defined therein). Kodak was in compliance with all covenants under the Term Credit Agreements and the
ABL Credit Agreement as of December 31, 2013.
Events of default under the Credit Agreements include, among others, failure to pay any loan, interest or other amount due under the applicable
credit agreement, breach of specific covenants and a change of control of the Company. Upon an event of default, the applicable lenders may
declare the outstanding obligations under the applicable credit agreement to be immediately due and payable and exercise other rights and
remedies provided for in such credit agreement.
NOTE 12: COMMITMENTS AND CONTINGENCIES
Environmental
Kodak’s undiscounted accrued liabilities for future environmental investigation, remediation and monitoring costs are composed of the
following items:
These amounts are reported in Other long-term liabilities as of December 31, 2013 and Other long-term liabilities and Liabilities subject to
compromise as of December 31, 2012 in the accompanying Consolidated Statement of Financial Position.
PAGE 84
Successor
Predecessor
(in millions)
As of December 31,
2013
As of December 31,
2012
Eastman Business Park site, Rochester, NY
$
49
$
49
Other current operating sites
8
9
Sites associated with former operations
13
17
Sites associated with the non-imaging health
businesses sold in 1994
12
41
Total
$
82
$
116